Unifirst Corp

1. 1

   Approval of the Merger Agreement

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger by and among UniFirst, Cintas, Merger Sub Inc. and Merger Sub LLC, which, if approved, will consummate the mergers with specified cash and stock consideration.

   More detail

   The proposal requests shareholder approval of the Agreement and Plan of Merger among UniFirst, Cintas and the merger subsidiaries to effect a two-step merger transaction. Management seeks approval because UniFirst shareholder approval is a required closing condition; without it the mergers cannot close. The merger consideration is a fixed mix of $155 per UniFirst share and 0.7720 shares of Cintas common stock, and the company provided detailed merger agreement terms including treatment of equity awards, tax, regulatory and financing conditions. The Board’s unanimous recommendation in favor is supported by fairness opinions from J.P. Morgan and Goldman Sachs that found the consideration fair from a financial perspective and by the Croatti family voting and support agreement (representing ~two-thirds of combined voting power) which makes approval likely. Material governance considerations include the special voting thresholds (two-thirds combined voting power), the effect of abstentions and broker non-votes (treated as against), and various covenants that restrict solicitation of alternative proposals; termination fee and fiduciary out provisions are included. The contextual considerations for sophisticated analysts are the integration risks, potential regulatory (antitrust) and financing conditions, board conflicts of interest given insiders’ interests, the company’s disclosed financial projections and valuation analyses, and the fact that the merger consideration is not adjustable for market movements but subject to customary adjustments for recapitalizations; completion will result in UniFirst becoming a wholly-owned subsidiary of Cintas and deregistration/delisting of UniFirst shares.

2. 2

   Advisory Vote on UniFirst Merger-Related Compensation

   ManagementBoard: FOR

   Non-binding advisory approval of certain compensation arrangements that may be paid or become payable to UniFirst’s named executive officers based on or relating to the mergers.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize the holders of proxies solicited by the UniFirst Board to vote to adjourn the special meeting to solicit additional proxies or to ensure timely provision of any proxy supplement or amendment if there are insufficient votes to approve the merger or to provide timely supplemental materials.

   More detail

   The adjournment proposal seeks shareholder authorization for proxies to vote to adjourn the special meeting if necessary to obtain sufficient votes for the merger proposal or to allow time to distribute supplemental or amended proxy materials. Management recommends approval to preserve flexibility in the event of insufficient votes, SEC comments requiring supplemental disclosure, or the need for more time for solicitation. The vote required is a majority of votes cast; it is non-conditional to closing the mergers. Governance implications include potential extension of the solicitation period, and that such adjournment authority is commonly requested in M&A votes to ensure completion functionally if required.

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When is the Unifirst Corp 2026 annual meeting?

Unifirst Corp (UNF) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

Who are the director nominees for Unifirst Corp's 2026 meeting?

The board is presenting 6 director nominees at the Unifirst Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Unifirst Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Unifirst Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.